Terms & Conditions

W3Flip.com User Agreement

Any use of W3flip’s internet services (W3flip.com) must abide to the terms and conditions presented below which will be referred to as “the Agreement”. Without limiting the way by which users can be bound by the Agreement, by using the Services (as they’re going to be defined below), clicking a checkbox or a button on your computer screen that includes acceptance of the Agreement or by signing a document that agrees to be bound by the Agreement, you unequivocally accept to be bound to the Agreement and the terms and conditions governing it.

1. 1. Interpretation and Definitions

1.1

Unless the content indicates or specifies otherwise, the following terms in the Agreement will have the following meanings:

 

Amendment Date

It refers to the meaning mention in clause 18.1

 

Associate

Refers to the associate of an individual in the way the term is explained in the Corporations Act (2001) (Cth)

 

Auction

Refers to an auction posted by a Seller with the purpose of selling a Digital Asset using W3flip’s engine.

 

Buyer

Refers to an individual who personally decides to buy a Digital Asset from a Seller that advertises it on W3flip.

 

Seller

Catalog Sale

Refers to the sale of a Digital Asset from a Seller to a Buyer that makes use of the Catalog sale engine on W3flip.com.

 

Default Sale Terms

Refers to the template conditions and terms that W3flip provides to Sellers. The Sellers can then use it at their own discretion without violating the conditions and terms that govern the sale of their Digital Asset.

 

Asset

Digital Asset

Refers to a software app or and domain name, website which a Seller wants to sell to a Buyer by making use of the W3flip platform.

 

Fees

Refers to the charges and fees of W3flip that are applied in relation to the Services.

 

Services

W3flip

Refers to W3flip.com

 

W3flip Credits

Refers to credits with W3flip that can be exchanged for various services or goods offered by W3flip. However, they can’t be applied towards Success or redeemed for money (cash).

 

Fees

W3flip.com

Refers to the W3flip site and underlying infrastructure and software which allows the holding of Private Sales and Auctions.

 

Indemnified

Refers to the meaning outlined in clause 15.

Intellectual Property Rights

Refers to any and all types of intellectual property rights in the world, including the rights subsisting in plant breeder rights, designs, trademark rights, patent rights and copyright, even if these rights can be registered or not or are already registered.

 

Listing

Refers to the ad a Seller places on W3flip.com in order to sell his Digital Asset.

 

Personal Information

Refers to the meaning included in clause 11.1

 

Private Sale

Refers to the use of W3flip’s private engine in order to facilitate the sale of a Digital Asset from a Seller to a Buyer.

 

Purchase Price

Refers to the buying price both the Seller and Buyer agreed to as part of the Private Sale. It also refers to the amount of money paid as a result of a bid by the Buyer who was declared the Winning Bidder in an Auction.

 

Rules

Refers to the procedures, rules or policies of W3flip in relation to the participation in or holding of, Private Auctions or Sales or the use of W3flip.com. For a copy of the rules, you can go here: W3flip Site Rules.

 

Sale Agreement

Refers to the meaning explained in clause 5.1.

 

Seller

Refers to the owner of the Digital Asset who uses W3flip’s platform in order to advertise and sell it to other users.

 

Services

Refers to the services W3flip provides that are detailed upon in clause 2.

 

Success Fee

Refers to the fee which the Seller needs to pay if: his auction is won by the highest bidder; or if the Seller accepts an offer made by a Buyer to buy the Digital Asset either via Catalog Sale or Private Sale; or if the Digital Asset listed is sold within 1 month or thirty days of the listing ending.

 

Third Party Agreements

Refers to any agreements that a Seller engages into with a third party as a result of their Digital Asset and this can include reseller and affiliate agreements, affiliate management agreements, payment provider agreements and hosting agreements.

 

Third Party Provider

Refers to any third party that engages in the provision of services or goods to Sellers and Buyers via the W3flip platform or to W3flip itself. To dispel confusion, A Seller or Buyer, acting in their capacity, cannot be Third Party Providers.

 

User Account

Refers to an internet account with W3flip that allows the user to use the platform (W3flip).

 

Winning Bidder

Refers to a Buyer that placed a bid in an Auction and Won the Auction.

 

1.2

In order to interpret the Agreement, unless the opposite intention appears:

  • 1. A reference to the Agreement means a reference to an accord between W3flip and you on the conditions and terms of this contract and includes a supplement or amendment to, or novation or replacement of the Agreement.
  • 2. The words including, includes refer to including with no limitation or includes with no limitation.
  • 3. A reference to an individual includes a reference to an association, company, corporation or other entity and vice-versa.
  • 4. The plural includes the singular and vice-versa.
  • 5. The reference to any gender shall include a reference to both genders.
  • 6. A reference to any provision of any legislation or to any legislation includes one to any re-enactment or modification of or any provisions that are substituted for such provisions or legislations.
  • 7. A warranty, representation or agreement made by at least two people is jointly considered by them and by each of them severally.
  • 8. Where an expression is explained, another grammatical form or part of speech of that expression has a corresponding meaning; and
  • 9. Headings are used for the purpose of convenience only and have no effect whatsoever on the way the Agreement is interpreted.

 

2. W3flip Services

 

2.1

Every service provided by W3flip is subject to and in accordance to the conditions and terms of the Agreement, whereby (Services):

  • 1. Using W3flip, buyers can bid in an Auction conducted by Sellers.
  • 2. Using W3flip, buyers can get in touch with Sellers in order to express their desire of buying their Digital Asset.
  • 3. Using W3flip, sellers can advertise their Digital Asset for sale by way of Catalog, Auction or Private Sale.

2.2

As a user of the Services offered on W3flip, you are allowed to used them as a Seller and Buyer, but also exclusively as a Buyer or Seller. The conditions and Terms of the Agreement are still going to apply to you regardless of the way (account type) you decide to use W3flip.

 

3. Using the services by creating a user account

 

3.1 Creating a User Account

  • 1. In order to use our Services, you agree to create a user account on W3flip.
  • 2. In order to create the user account, you need to go through the sign up process put forward by W3flip or any other method specified.
  • 3. You accept and agree the fact that you need to provide W3flip with all the documents and identification (this includes copies of your driver’s license and passport) which W3flip.com may request from its users on an occasional basis in order to authenticate their identity.
  • 4. You allow W3flip to send you E-mail for commercial purposes. However, if you wish, you can also opt out of these E-mails.
  • 5. To manage your user account, you need to login to your W3flip account by using W3flip.com. You should also do the same for managing any kinds of details that regard your relationship with W3flip.
  • 6. You solely agree to open only a single account in order to use the Services offered by W3flip.
  • 7. You accept to keep your password and username confidential to prevent access from unauthorized users.
  • 8. You declare that all info submitted to W3flip in the process of setting up your account is detailed and correct.
  • 9. Everyone using the Services from W3flip need to be at least eighteen years old. Therefore, anyone who creates an account with W3flip warrants and represents to W3flip that they are eighteen years of age or older and that they can form legally binding agreements under applicable law. You can, if you want, allow anyone who is younger than eighteen years of age to use your User Account on your behalf, but only if you supervise them. If on the other hand, don’t allow minors to use your account, any use of it due to your negligence that shall result in any damages that are caused by the unauthorized use, will fall upon you and you will be held responsible for them. You indemnify W3flip against any damage, expense, cost or loss it may suffer as a result of the same.

 

3.2 Using Your Account And W3flip.com

By creating an account on W3flip, you agree that you’re only going to use it in order to take advantage of the Services offered by W3flip and for this purpose only. More specifically, by using your User Account (UA) and W3flip, you won’t:

  • 1. Violate the rules.
  • 2. Cancel a Private Sale or auction that you have initiated (this also includes any cancellation that resulted from the termination of the Agreement) in order to separately contract and do business with a Buyer that you’ve stumbled upon thorough W3flip which results in the avoidance of paying the fees associated with using W3flip. In this case, W3flip will initiate the recovery process in which it will deduct these fees from your credit cards or from your suspended User Account.
  • 3. Sublicense or resell the use of your User Account or W3flip.com to any other entity.
  • 4. Send destructive, disruptive, harmful files, including malware, spyware or viruses by using your User Account.
  • 5. Alter or forge the header of address info that’s contained in any type of communication in relation to the Services or E-mail that is sent from your User Account.
  • 6. Damage W3flip.com in any way by using your User account, including denying access to the site to other users of W3flip.com.
  • 7. Impersonate any other individual or entity in any way by using your account.
  • 8. Infringe Intellectual Property rights, patents, trademark, copyright of any individual in any way by using your User Account.
  • 9. Recklessly or intentionally use your User Account to alter or degrade the performance of W3flip’s users or the platform itself.
  • 10. Illegally or fraudulently make use of your User Account. You will also not send any kind of materials by using your User Account which are obscene, vulgar, harmful, threatening, abusive, defamatory, libelous, harassing, unlawful, offensive or otherwise objectionable.
  • 11. Stalk other users by using your User Account.
  • 12. Send unsolicited E-mails (spam), junk, chain letters, or advertising by using your user account.

 

4. Private auctions and sales

 

4.1 Respecting the rules

Every time you will participate either as a Seller or a Buyer in a Private Auction or Sale, they will be governed by the Rules. You agree to respect and be bound to the Rules at all times.

 

4.2 Private Auction or Sale Advertising

As a Seller, you can use a Private Catalog Sale, Auction or Sale in order to advertise your Digital Asset with the purpose of selling it. Doing so can be done by placing a Listing on W3flip.com and mentioning that you wish to sell your Digital Asset by way of Catalog Private or Auction Sale. Remember that once you have created a sale of any kind, you cannot alter its type, meaning, you cannot change it from Catalog Sale (for instance) to Private or Auction Sale.

 

4.3 Types Of Digital Assets Users Can Sell On W3flip

If you want to use W3flip in order to sell Digital Assets, you can only sell those that you’re entitled to put up for sale. Therefore, when you create a listing on W3flip in order to sell Digital Assets, you warrant each Buyer and W3flip that:

  • 1. The components of the Digital Asset and the Digital Asset itself is transferrable to the Buyer.
  • 2. The buyer can register himself as the owner of the domain name pertaining to the Digital Asset and that in the future, at his own will, he can transfer the domain name to any registrar he wishes.
  • 3. You own the title, Intellectual Property Rights and also the interest and title in the Digital Assets.
  • 4. All 3rd Party Agreements can be transferred to the Buyer.

1. It’s prohibited to place Listings for the purpose of selling Digital Assets that:

  • 1. Contravene any provision of the Rules.
  • 2. Are involved in any types of activities that break the law of any territory.
  • 3. Feature material that’s infringing the Intellectual Property Rights of a 3rd party or which assists at infringing the aforementioned rights of a third party.
  • 4. Are deemed by W3flip to be offensive, are vulgar or obscene.

 

4.4 Requirements For Private Auctions And Sales

1. When you put your Digital Asset up for auction:

  • 1. The Auction needs to be conducted by using W3flip.com’s Auction engine.
  • 2. It’s mandatory that you include all possible details that W3flip.com requests in regards to your Auction.
  • 3. Once the highest bidder wins your Digital Asset, you need to sell it to him.
  • 4. Any Auctions at any time should be conducted by respecting the Rules.

2. When you use Private Sales for advertising your Digital Asset:

  • 1. The Private Sale needs to be conducted by using W3flip.com’s Private Sale engine.
  • 2. Any Private Sales at any time should be conducted by respecting the Rules.
  • 3. It’s mandatory that you include all possible details that W3flip.com requests in regards to your Private Sale.

No user who uses W3flip.com should feel compelled to use a Private Sale in order to sell their Digital Asset. On the other hand, anyone who chooses to do so and use a Private Sale to sell their Digital Asset to a Buyer, agrees that once the sale is over, they will transfer that Digital Asset to the Buyer.

3. When you use a Catalog Sale to advertise you Digital Asset:

  • 1. Any Private Sales at any time should be conducted by respecting the Rules.
  • 2. It’s mandatory that you include all possible details that W3flip.com requests in regards to your Catalog Sale.
  • 3. The Catalog Sale needs to be conducted by using W3flip.com’s Private Sale engine.

No user who uses W3flip.com should feel compelled to use a Catalog Sale in order to sell their Digital Asset. On the other hand, anyone who chooses to do so and use a Catalog Sale to sell their Digital Asset to a Buyer, agrees that once the sale is over, they will transfer that Digital Asset to the Buyer.

 

4.5 Buyers’ Conduct

As a Buyer, you can choose to buy any Digital Asset from any member (Seller) of W3flip.com. In order to buy something though, you need to always have your offer submitted to W3flip.com. When it comes to Auctions, the Buyer’s offer is going to be submitted to the Auction as a bid. All offers (including bids) that concern the purchase of a Digital Asset need to be made by following the Rules.

 

4.6 Digital Asset and what needs to be given as part of them

Anyone posting a website for sale on W3flip.com needs to include in the sale the following:

  • 1. At least one domain name (or even more) for the site that can be transferred to any registrar the buyer chooses and if mentioned, all the obligations and rights of the Seller in relation to any 3rd Party Agreements.
  • 2. Every file the website contains, specifically films, animation, music, images, logos, HTML and any other type of code and also other media.

Anyone selling software apps on W3flip.com need to offer for sale the following:

  • 1. Every file the software app contains, including animation, music, images, logos, source code and other media and, if mentioned by the Seller, all of the Sellers obligations and Rights in relation to any 3rd Party Agreements.
  • 2. Ownership transfer of the software app with all 3rd parties, including, yet not limited to Google Play Store and the Apple iTunes store.

Anyone who wants to sell a domain name on W3flip.com needs to also sell:

  • 1. At least one domain name (and even more) that can be transferred to any registrar the Buyer wants.

 

5. Sellers and Buyers: The Legal Relationships Between Them

 

5.1 Selling a Digital Asset and The Legal Status of Agreeing To Do Soto Sell a Digital Asset

  • 1. No offer from any Buyer can become binding upon a Seller unless it is accepted by the latter. This also covers the bids a Buyer makes in an Auction where his bid needs to be first of all validated in order for the Seller to accept selling him the Digital Asset.
  • 2. When any Seller decides to sell their Digital Asset to a Buyer (regardless if it’s by Catalog, Private or Auction sale) and the buyer accepts the conditions set forth by the type of sale considered, then the agreement for selling the Digital Asset is legally binding for both parties involved (Buyer and Seller).
  • 3. Regardless if it’s made in a Bid, in an auction, Catalog or Private Sale, an offer to buy a Digital Asset is irrevocable and binding on the Buyer.
  • 4. When someone places a bid at an Auction, once the higher bid is made by a 3rd party, the offer of buying the Digital Asset will end.

 

5.2 Rules and Regulations (ToS) Concerning the Sale Between Sellers and Buyers

  • 1. When selling an internet business, website or domain name, the seller can choose to make use of the Default Sale Terms (which will also be referred to as DST) as the conditions and terms governing his Listing. In this case, all parties involved shall be bound in relation to the DST.
  • 2. The Sale Agreements conditions and terms have to be clearly communicated to the Buyer (by the Seller) at the time of sale. The parties involved in the sale can also negotiate them after the Listing goes live.

You accept that by agreeing to the Default Sale Terms or using them as the conditions and terms that govern the purchase or sale of a Digital Asset:

  • 1. W3flip.com and all of its Associates didn’t provide any financial or legal advice in regards to the DST or represented or warranted that the DST are suitable for purchasing or selling your Digital Asset.
  • 2. W3flip.com offers its users (Buyers and Sellers) the Default Sale Terms in order to efficiently agree on the ToS of the sale without having to negotiate too much. These terms however cannot be suitable or appropriate when it comes to buying or selling just about any type of Digital Asset.
  • 3. Anyone using W3flip.com will use the DST at their own choice and risk. Using them is everyone’s choice and decision when they decide to use W3flip.com.
  • 4. You’ve had the chance of getting legal advice from third parties in relation to the DST.

 

6. Double Selling Is Not Allowed

As a Seller on W3flip.com, you agree to the fact that when you list your Digital Asset for sale using an Auction format, then as long as the listing is live, you won’t offer to sell or advertise you Digital Asset using any other services. You will also refrain from directly approaching potential buyers outside W3flip.com.

The reason for this restriction is to prevent Sellers from selling their Digital Asset to at least 2 buyers at the same time and also to ensure Buyers that they can buy Digital Assets from Sellers on W3flip.com and obtain the complete title to it. It’s important to keep in mind that this type of restriction will not extend to any Digital Assets that are listed as a Catalog or Private sale.

 

7. The Role of W3flip In Regards to Private Sales and Auctions

 

7.1 W3flip.com offers its users a website and software engine in order to allow:

1. Sellers to conduct Catalog Private and Auction Sales in order to sell their Digital Asset.

2. Buyers and sellers to meet.

3. Sellers to advertise their Digital Assets by placing listings.

 

7.2 You accept and concord that:

1. W3flip isn’t an auctioneer.

  • 2. W3flip doesn’t conduct Auctions on behalf of anyone trying to sell Digital Assets on its platform.
  • 3. W3flip doesn’t facilitate payments for Buyers and Sellers.
  • 4. W3flip and all of its Associates cannot be held responsible for the lack of compliance by each Seller and Buyer with the Sale Agreement. W3flip doesn’t ensure and guarantee that a Seller or a Buyer will act lawfully when using W3flip.com or eventually complete a sale of a Digital Asset.
  • 5. W3flip only prides the website (W3flip.com) and software which Sellers can use in order to conduct their own Private Sales and Auctions.

 

 

7.3

You concede that W3flip is not the subcontractor, joint venture, partner, agent employee of any Buyer or Seller in relation to the Sale of a Digital Asset and that it’s an independent service provider to you. The only role W3flip has in that Sale is the one mentioned in clauses 7.1 and 7.2.

 

7.4

As a user of W3flip, you agree that you hold no power of binding W3flip in regards to any obligation owing to a 3rd party. You concede that using the Services of W3flip (regardless if as a Buyer or Seller) that W3flip provides, you get to use a platform that allows users to be introduced to other Buyers and Sellers. W3flip is not a party to any agreement or transaction between any Buyer or Seller and cannot be held liable for any omission or act of any Buyer or Seller.

 

8. Payments

 

8.1 Seller Fees

As a Seller, when you’ll create a Listing in order to sell your Digital Asset, you will:

  • 1. Concede that if you manage to sell your Digital Asset, you will agree to pay a Success Fee.
  • 2. Pay the fees associated with creating a Listing with the purpose of selling your Digital Asset.

When as a seller you manage to sell your Digital Asset, you have 2 weeks or fourteen days in which you need to pay the Success Fee. If you cannot make the payment in this timeframe, you grant the power to W3flip to deduct these fees from your PayPal account or credit card.

 

8.2 How Seller Fees Are Paid

Once you manage to sell your Digital Asset, the system will immediately (automatically) forward you an invoice for the Success Fee. The fee can be paid by choice either using PayPal funds or your credit card funds. If as a buyer, you initiate payment by using W3flip.com, the amount of your Success Fee shall be deducted automatically.

 

8.3 W3flip Credits

  • 1. Your W3flip balance can be reduced at any given time by W3flip if you owe money to W3flip. The deduction can be made on any account whatsoever, including situations when you owe W3flip money for various losses that have stemmed from you as a result of your actions that have breached the Agreement.
  • 2. Using W3flip Credits, you can pay for either goods or services that the W3flip platform provides.
  • 3. The W3flip Credits aren’t the equivalent of any type of currency. This means you can only use them to buy certain services andor goods from W3flip.
  • 4. Since they aren’t tender, the W3flip Credits cannot be sold or traded to any 3rd party. They can only be exchanged for services or goods provided by W3flip in regards to the rules and pricing that W3flip specifies.

 

8.4 You Cannot Use W3flip Credits As Money To Pay The Purchase Price

The Purchase Price to any Seller cannot be paid by using W3flip Credits. The only way you can use them is when you want to purchase services and goods offered by W3flip.

 

8.5 Expiry of W3flip Credits

Your W3flip Credits will expire in 1 year (twelve months) from the specific date you have spent any amount of them in order to buy services or goods from W3flip. If you don’t spend your W3flip Credits in this time, they will be lost.

 

8.6 W3flip is not and won’t act as an escrow service

W3flip doesn’t hold property on behalf of any of its users and therefore cannot act as an escrow service. Any amount that is deposited to W3flip or paid to W3flip becomes the property of W3flip and W3flip can make use of the funds as it sees fit. The only rights a user has when it comes to receiving payment of any amount that W3flip holds are included in clause 8 and clause 9.

 

9. Refunds and how they’re processed

 

9.1 Payment of refunds

In the event W3flip issues a refund to any of its users, the refund shall be paid to the user using the exact payment methods the user used to pay W3flip any required fees or by using any other method W3flip deems fit.

 

9.2 Private Auction and Sale Withdrawals

If a user, as a seller, decides to withdraw a Private Auction or Sale (if the Rules allow), then if it’s not expressly stated by W3flip to the contrary, no refunds of the Fee amount paid by the seller will be offered in regards to the Public Auction, Catalog or Private Sale.

 

9.3 Circumstances in which W3flip offers refunds

W3flip will refund any of its users the amount of Fees they paid if:

  • 1. W3flip’s decision of offering a refund is demanded by clause 9.3 and is conclusive and final. Therefore, users cannot challenge it.
  • 2. There is a refund policy mentioned in the Rules that entitle the user to a refund or if W3flip thinks it’s required by law or if the law requires W3flip to do so.

 

10. SERVICE SUSPENSION

 

10.1

W3flip’s can suspend your use of the Services or User Account at any given time without prior notification and for any reasons at its own absolute and sole discretion, without limiting its other rights that arise under the Agreement if:

a. W3flip deems that you make use of your User Account to collude in any way or in bad faith to minimize the Fees amount that should be paid to W3flip.

b. W3flip deems that under the Agreement, you’ve breached your obligations to W3flip.

1. Or if W3flip has plenty of evidence to suggest that you’re someone who has infringed Intellectual Property Rights or copyright in the past.

  • 2. You’re making use of the Services and your User Account for fraudulent or illegal activities in a way which W3flip deems obscene, vulgar, harmful, threatening, abusive, defamatory, libelous, harassing, unlawful, offensive or otherwise objectionable.
  • 3. In our (W3flip) absolute and sole opinion, the Services’ provision to you results in a high load of W3flip’s services andor servers.
  • 4. If someone has lodged a copyright infringement claim against you that is subject to the outcome of W3flip’s takedown and notice procedures that you can find here.

 

 

10.2

You concede that:

  • 1. W3flip can at its sole discretion, grant users access to the Services in their User Account at any given time after the suspension of the User Account.
  • 2. W3flip can at any time suspend the Services where allowed under clause number 10.1, after or during a Listing with no limitation.
  • 3. The decision of W3flip to suspend Services can in our own discretion, apply only for an indefinite or certain amount of time andor to specific Services.

 

10.3

In order to avoid doubt, you cannot spend any W3flip Credits or make withdrawals during any time when your User Account has been suspended. W3flip, at its sole discretion may decide to retain all of your W3flip Credits in order to compensate for any damages or losses caused by your violation of the Agreement that led to the suspension of your account.

 

10.4

While your User Account is suspended, any active listings, whether they are Private Sale or Auction Sale, shall by terminated or suspended at our absolute and sole discretion.

 

11. Privacy

 

11.1

You accept the fact that W3flip can collect your personal information, including payment details (such as and not limited to credit card information), your contact details and your name. These shall be referred to as Personal Information. All of your Personal Information is going to be disclosed, maintained, used and handled by W3flip by following all applicable data protection and privacy laws, but also our privacy policy.

 

11.2

By deciding to use W3flip.com, you concede the fact that you won’t use the Personal Information of other Buyers or Sellers for the scope of the Agreement and in order to interact with them in any way in regards to the Digital Asset that you want to purchase or sell. Personal Information cannot be used for any other purpose, unless both parties (Seller and Buyer) have agreed in this regard.

 

11.3

You warrant to W3flip (including all its 3rd parties) that you’re going to abide to all data protection and privacy laws (including and not limited to the British Privacy Act) in relation to the transfer, use and also storage of Personal Information.

 

12. USER’S GENERAL OBLIGATIONS

You concede that:

 

12.1

As a user of W3flip, you will not make use of the Services for any other purpose other than taking part in Private Auctions or Sales as a Buyer or Seller and that you won’t use the Services for any fraudulent or illegal purposes.

 

12.2

You will respect and comply with all laws governing a Listing or the purchase or sale of a Digital Asset.

 

12.3

You will respect any export limitations that can apply to the import or export of Intellectual Property Rights or Digital Assets to locations outside or inside United Kingdom or the territory in which you are located.

 

12.4

You pledge that you won’t place W3flip in violation of any obligation or law owning to a third party by using it in order to provide the Services.

 

12.5

You won’t cause any omission or undertake any act that can stain W3flip’s Buyers and Sellers reputation, but also W3flip reputation.

 

12.6

You won’t use the Services provided by W3flip in such a manner that it would lead to suspending the Services mentioned in clause 10.1.

 

12.7

You agree to provide W3flip all info requested by it in order to be able to provide the Services.

13. Termination and Term

 

13.1

The Agreement will take effect on the date you create an User Account with W3flip and it will end when:

    • 1. You cease to use the Services provided by W3flip permanently.
    • 2. Your User Account is closed or terminated.

 

13.2

In the event your User Account got suspended andor closed and you decided to create a new User Account or start using W3flip’s Services again, you are again bound by the Agreement at that time.

 

13.3

W3flip can terminate Your User Account and the Agreement at any given time, without prior notice, for any reason whatsoever.

 

13.4

W3flip may terminate the Agreement on written notice to the concerned user:

  • 1. Without a case by providing you with a thirty days notice.
  • 2. W3flip has enough proof to believe that you’re a repeat Intellectual Property Rights or copyright infringer.
  • 3. W3flip has given you a twenty four hours written notice that the default or violation can be corrected, but you fail to make the required amendments within your period of the notice.
  • 4. If you’re in violation or default of the Agreement.

 

13.5

After the Agreement has been terminated:

  • 1. Within a period of time, W3flip shall cancel the use of its Services from you.
  • 2. Your W3flip Credits (if any) shall be automatically cancelled.
  • 3. All of your Listings on W3flip shall be automatically terminated.

 

13.1

Clauses 16, 15, 14, 13.5, 11, 9 and 3.2 will not be affected by the termination of the Agreement.

14. IMPLIED TERMS AND LIMITATION OF LIABILITY

 

14.1

You concede that along with its Third Party Providers, W3flip cannot offer any guarantees that the Services shall be offered without lack of errors.

 

14.2

Not used.

 

14.3

You agree and concede that along with its Third Parties, W3flip cannot be held responsible or liable to you whatsoever for any unauthorized spending or withdrawal of W3flip Credits, including where these spending and withdrawals arise from:

  • 1. Unauthorized access or use of your User Account on W3flip.
  • 2. Any event mentioned in clause 17.

 

14.4

You agree and concede that along with its third Party Providers, W3flip won’t and have not made any implied or express warranties in relation to the Services or any other services or goods that W3flip provides under the Agreement, except the warranties that have been clearly mentioned in the Agreement. Subject to clauses 14.8 and 14.7, any term implied into The Agreement, without limitation and including any warranty, is hereby excluded.

 

14.5

Subject to the aforementioned clauses in clause 14.4, you as a user concede and agree that along with its Third Party Providers, W3flip cannot be held liable in respect of any claim by you (whether statutory, tortuous, contractual) for any consequential injury, damages, loss, indirect, incidental, special or direct losses including and not limited to any loss of data, revenue, contracts or profits that arise out of or in relation to the provision of the Services or the provision of any other services or goods under the Agreement and whether or not as a result of any default or violation by, or any negligence or dereliction of duty of the Third Party Providers collaborating with W3flip and W3flip itself.

 

14.6

The maximum aggregate liability (under the Agreement) of W3flip for all or any violations of the Agreement and for any act of omission or negligence in connection to the Agreement, won’t exceed the amount of the Fees the user pays to W3flip.

 

14.7

If the TPA of 1974 (Trade Practices Act) or any analogous legislation relates to the Agreement and allows the limitation of liability for violation of warranty the legislation implies, W3flip’s liability shall be limited at W3flip itself, to:

In the event of goods more or any one of the following:

  • 1. The amount of money (cost) of having the goods replaced.
  • 2. The payment of the cost of acquiring equivalent goods or replacing them.
  • 3. The goods’ repair.
  • 4. The supply of equivalent foods or full replacement of the goods.

When it comes to services:

  • 1. Paying for the cost of having the services supplied once again.
  • 2. The supplying of the services again.

 

14.8

Any of the conditions and terms of the Agreement that exclude or limit any warranty, condition or term (implied or express) or W3flip’s liability, shall apply to the extent that the law allows and won’t be construed as limiting, qualifying or excluding your statutory rights, but also your remedies that arise by virtue of the violation of any of the terms the Agreement implies where such limitation, qualification or exclusion would be forbidden by legislation.

 

15. Indemnity

You pledge to protect W3flip’s Third Party Providers, employees, officers and agents against any type of damages, expenses, costs and losses (including legal costs on full indemnity basis) that any of the Indemnified have incurred or maybe suffered as an indirect or direct result of:

  • 1. Any legal courses of action initiated or threatened against W3flip as a result of the events mentioned in clause 15 (a to d) above.
  • 2. Any violation done by you of a third party’s rights, including Intellectual Property Rigs.
  • 3. Any violation by your obligations to a third party or by you, including another Buyer or Seller.
  • 4. Any omissions or acts by you which have been covered in clause 10.1
  • 5. Any violation by you of any term, warranty or representation of the Agreement.

 

16. Intellectual Property

 

16.1

You concede that W3flip owns all the Intellectual Property Rights that subsist in W3flip.com and in your User Account (however, not in your Digital Asset). You concede that your User Account contains no Intellectual Property Rights.

 

16.2

You concede that the responsibility of Buyers and Sellers in connection to the transfer of Intellectual Property Rights in a Digital Asset from the owner of the Digital Asset to the Buyer shall be described in the Sale Agreement.

 

16.3

Every Seller trying to use W3flip shall warrant to it that its Listing and Digital Asset won’t (at any given time) violate the Intellectual Property Rights of any third party.

 

16.4

You concede and accept that W3flip cannot be held responsible or liable for any violation by a Seller or Buyer of any Intellectual Property Rights or any other types of rights for that matter that are held by a third party in connection to a Listing or in connection to the purchase or supply of a Digital Asset.

 

16.5

You hereby grant W3flip a perpetual, worldwide, irrevocable and royalty free license so that it can use and display the contents of your Listing on W3flip.com, but also any excerpts from the Digital Asset contained in your Listing.

 

17. FORCE MAJEURE

 

17.1

You concede that along with its Third Party Providers, W3flip cannot be held responsible or liable for any delay or failure to, the provision of the Services or in W3flip abiding to its obligations under the Agreement, where such delays or failures is expected to happen or has already happened as an indirect or direct result of:

  • 1. Any type of events or circumstances that are beyond W3flip’s Third Party Providers or W3flip’s reasonable control.
  • 2. The failure of any Third Party (including and not limited to any financial organization or bank) to fulfill any commitments to W3flip.
  • 3. A great demand is placed on W3flip’s services that is beyond its regular demand level and which leads to the failure or malfunction of W3flip’s hardware or software.
  • 4. The failure of software or hardware provided by a Third Party to function according with its specifications, but also hardware, telecommunications failure and DoS attacks.
  • 5. Industrial strike (including industrial accidents), sabotage, explosions, terrorism, war, severe weather or other acts of God, hurricanes, floods, storm, earthquakes and fire.

 

18. MISCELLANEOUS

 

18.1

W3flip can and will amend its ToS of the Agreement at any given time. Users shall be notified about all the changes and they will take effect from the Amendment Date. You will agree that without limiting the way you’re bound by these changes, you’re going to be deemed as having agreed to the changes by continuing to use and access W3flip.com or your User Account after the changes have been made.

 

18.2

W3flip can use your corporate identity (unless you request otherwise in writing) as part of promoting W3flip and its Services in the marketplace.

 

18.3

  • 1. Any type of notice that is given under the Agreement needs to be signed and written by the agent or the party sending out the notice. A notice will only be received:”
  • 2. When the notice has been sent via E-mail, after the sender has received a confirmation from the recipient’s E-mail server or the recipient himself that the recipient got his E-mail.
  • 3. When a notice is sent by facsimile, after the sender receives the transmission report from the dispatching facsimile machine that asserts that the facsimile was sent successfully.
  • 4. In the event of a notice that has been sent using prepaid post, on the 3rd day after the posting date.
  • 5. In the event of a notice that has been delivered by hand, when so delivered.

 

18.4

The Agreement replaces all prior understandings, arrangements, representations and agreements between the parties that relate to the Agreement’s subject matter and pushes forward the exclusive and complete understanding and agreement between the parties that relate to the Agreement’s subject matter.

 

18.5

A right or a provision of one created under the Agreement cannot be relinquished except in writing and signed by the parties or the party that is to be bound by the waiver. No partial or single exercise by any party of any remedy, power or right under the Agreement will prevent further or any other exercise of that or any other remedy, power or right. The remedies, powers and rights set forth in the agreement are cumulative with and are not exclusive of any remedies, powers or rights that are independently provided of the agreement.

 

18.6

If any disposition of the Agreement is considered unenforceable or invalid for any type of reasons by a competent jurisdiction or court, such lack of enforceability or invalidity (unless the removal of such a disposition would impact one of the parties materially) won’t affect the interpretation or operation of any other disposition of the Agreement to the intent that the unenforceable or invalid disposition shall be handled as severed from the Agreement.

 

18.7

W3flip can choose to assign its rights, but also transfer or novate obligations that surface under the Agreement. You should not transfer, novate or assign your obligations or rights under the Agreement without W3flip’s prior written consent (which can be suppressed).

 

18.8

Parties agree and concede that no construction rule applies to any of the party’s disadvantage because that specific party was in charge of preparing a part of the Agreement or all of it.

 

18.9

The Agreement is presided over and needs to be construed in connection with the laws of Victoria, United Kingdom. All parties shall irreversibly submit the exclusive jurisdiction of State Victoria’s laws, but also United Kingdom and the country’s Courts of Appeal.